Terms of Service

PART I — DEFINITIONS AND INTERPRETATION

1. Definitions

In these Terms of Service, the following terms carry the meanings assigned below unless the context expressly requires otherwise:

"Agreement" means the binding contract formed between The Service Provider and the Client, comprising these Terms of Service, the Engagement Letter, the Scope of Work, and any written amendments executed by both parties.

"Analytical Output" means any financial schedule, reconciliation, management account, journal entry schedule, diagnostic report, trial balance, financial statement preparation support document, or other structured deliverable produced by The Service Provider in the course of an Engagement, whether in electronic or physical form.

"Bulk Data" means any transaction history, ledger extract, chart of accounts, journal form, subledger export, bank statement, or similar data file provided by the Client to The Service Provider for processing.

"Change Order" means a written document, mutually executed by both parties, authorizing work beyond the Scope of Work at agreed additional fees.

"Client" means the person, company, partnership, trust, organization, or other legal entity that has engaged The Service Provider or is seeking to engage The Service Provider for services, and any authorized representative acting on behalf of such entity.

"Client Data" means all financial information, transaction records, accounting records, chart of accounts, trial balance data, supporting documentation, and any other information, in whatever form, provided by the Client to The Service Provider in connection with an Engagement.

"Confidential Information" has the meaning assigned in Part IX of these Terms.

"Deliverable" means any specific output item described in the Scope of Work as a contracted output of the Engagement.

"Diagnostic Phase" means the initial investigative phase of an Engagement during which The Service Provider reviews Client Data and assesses scope, complexity, disorder level, and completeness before issuing a definitive fixed-fee quote.

"Engagement" means a specific service engagement governed by an Engagement Letter and these Terms.

"Engagement Letter" means the written document issued by The Service Provider confirming the scope, fees, timeline, and specific terms applicable to a particular Engagement.

"Fees" means all amounts payable by the Client to The Service Provider in connection with an Engagement, as specified in the Engagement Letter.

"Force Majeure Event" has the meaning assigned in Part XV of these Terms.

"Intellectual Property" means all analytical methodologies, schedule architectures, R scripts, computational models, diagnostic frameworks, template structures, workflow designs, and any other proprietary tools, processes, or systems used by The Service Provider in the delivery of services, whether or not registered or registrable as intellectual property under any applicable law.

"Management Accounts" means financial statement preparation support documents produced for internal management information purposes only, which do not constitute audited, reviewed, or otherwise professionally assured financial statements within the meaning of any applicable auditing or professional accounting standard.

"Methodology" means The Service Provider's proprietary analytical platform, schedule engines, R-based computational tools, and associated workflows.

"Platform" means The Service Provider's proprietary suite of analytical schedules, computational engines, and associated tools developed and maintained exclusively by The Service Provider.

"Provider" means “Real Financial Accounting Solutions”, a sole trading practitioner operating from Kingston, Jamaica.

"Reporting Currency" means the currency in which the primary Analytical Outputs are denominated, as specified in the Engagement Letter.

"Revision" means a correction to an Analytical Output that is demonstrably attributable to a computational or processing error by The Service Provider, based on Client Data that was correctly provided, complete, and within the originally agreed scope. A Revision does not include any change in scope, change in underlying data, change in accounting treatment preferences, or any amendment that arises from Client Data that was incomplete, incorrect, or not provided at the time of original processing.

"Scope of Work" means the written description of services, deliverables, inclusions, exclusions, and assumptions appended to or referenced in the Engagement Letter.

"Settlement Date" means the date by which a Fee installment is due as specified in the Engagement Letter or these Terms.

"Terms" means these Terms of Service as amended from time to time in accordance with Part XVII.

"Business Day" means any day other than a Saturday, Sunday, public holiday in Jamaica, or any other day on which commercial banks in Jamaica are generally closed for business.

"Complete Data Receipt" means the point at which The Service Provider has received, in usable form, all Client Data, explanations, access credentials, confirmations, approvals, and supporting documents reasonably required to begin or continue the agreed work, as determined by The Service Provider acting reasonably and in good faith.

"Estimated Delivery Window" means a non-binding, good-faith estimate of the period within which The Service Provider expects to deliver draft or final Analytical Outputs, subject to Client cooperation, Complete Data Receipt, cleared payment, unchanged scope, technical feasibility, and the absence of material newly discovered issues.

"Guaranteed Deadline" means a delivery deadline expressly identified in the Engagement Letter as a guaranteed deadline. No deadline is guaranteed unless the Engagement Letter expressly uses the words "Guaranteed Deadline" and specifies the consequence of failure to meet that deadline.

"Client Delay" means any delay caused by the Client, including late payment, incomplete data, unusable files, unclear instructions, late responses, revised instructions, changed scope, newly supplied information, missing approvals, or failure to identify relevant accounting issues.

"Rush Work" means work that The Service Provider agrees in writing to prioritize ahead of ordinary scheduling, subject to an agreed rush fee and subject always to feasibility, data completeness, and professional judgment.

"Data Cut-Off Date" means the date specified in the Engagement Letter or otherwise agreed in writing after which new, corrected, supplementary, or replacement Client Data is outside the original Scope of Work unless accepted by The Service Provider in writing.

"Management Representation Certificate" means a written confirmation, certification, or acknowledgment by the Client, requested by The Service Provider before final delivery where appropriate, confirming the completeness of records, disclosure of relevant matters, and approval of management judgments.

"Permitted Acceptance Method" means acceptance by handwritten signature, electronic signature, written email approval, payment of the required Diagnostic Fee, deposit, upfront Fee, or continued instruction to proceed after receipt of the Engagement Letter and these Terms.

"Sub-processor" means any third-party cloud storage provider, software provider, payment processor, email provider, secure file-transfer platform, or similar service provider used by The Service Provider to store, transmit, process, secure, or administer Client Data in connection with an Engagement.

"Third-Party Platform" means any software, cloud, payment, email, storage, accounting, spreadsheet, banking, file-transfer, or communication platform not owned and operated exclusively by The Service Provider.

1B. Electronic Acceptance and Communications

1B.1 The Client may accept an Engagement Letter, Scope of Work, Change Order, or these Terms by any Permitted Acceptance Method.

1B.2 The Client agrees that electronic records, email confirmations, electronic signatures, payment records, and written digital communications may be used as evidence of acceptance, instructions, notices, approvals, delivery, and performance to the maximum extent permitted by applicable law.

1B.3 No casual conversation, preliminary discussion, marketing statement, or informal estimate creates a binding Engagement unless there is manifest agreement on scope, fees, and commencement by a Permitted Acceptance Method.

PART II — NATURE OF SERVICES AND FUNDAMENTAL DISCLAIMERS

2. Nature of Services

2.1 The Service Provider, Real Financial Accounting Solutions, provides accounting support services including, where agreed in writing, accounting clean-up, general ledger review, trial balance review, reconciliation of subledgers and registers to the general ledger and trial balance, preparation of accounting schedules, proposed journal entries, financial statement preparation support, and management reporting support for small and medium-sized enterprises and other organizations.

2.2 All services are accomplished and delivered using proprietary analytical tools and constitute analytical and advisory outputs only. They are produced for the Client's internal management information purposes based exclusively on Client Data provided to the Service Provider, Real Financial Accounting Solutions.

2.3 The Service Provider does not provide any of the following:

(a) Statutory audit services or audit opinions of any kind;

(b) Review engagements or limited assurance opinions;

(c) Any form of assurance engagement as defined under International Standards on Auditing, International Standards on Review Engagements, or any national equivalent;

(d) Legal opinions or legal advice;

(e) Actuarial valuations or certifications;

(f) Tax return preparation or tax filing services;

(g) Investment advice, securities recommendations, or regulated financial advice;

(h) Forensic accounting or fraud investigation services;

(i) Any regulatory filing on behalf of the Client.

2.4 The Client acknowledges and agrees that no Analytical Output produced by the Service Provider constitutes or should be represented as an audited financial statement, a reviewed financial statement, a certified account, or any form of assured or independently verified financial information within the meaning of any applicable statute, regulation, listing rule, banking covenant, grant condition, or professional standard.

2.5 Nothing in this Agreement creates an audit, assurance, fiduciary, trustee, officer, director, employee, or legal representative relationship. The Service Provider’s duties are limited to the accounting support services expressly agreed in the Engagement Letter, subject to applicable law. The Service Provider is an independent contractor engaged in the provision of analytical services. Nothing in any communication, proposal, engagement letter, or Analytical Output creates a duty of care beyond that arising from these Terms of Service.

2.6 Being an independent contractor, and not an employee, officer, partner, director, agent, auditor, trustee, fiduciary, or legal representative of the Client, the Service Provider controls the methods, tools, workflow, and manner of performing the services, subject to the agreed deliverables.

2.7 Unless expressly stated in the Engagement Letter, The Service Provider does not post journal entries directly into the Client’s accounting system, approve transactions, authorize payments, maintain custody of funds, sign cheques, submit filings, or act as management of the Client. Proposed journal entries are recommendations for Client review, approval, and posting.

2.8 The Service Provider may refuse to process, present, support, or amend any accounting treatment that appears unsupported, misleading, unlawful, inconsistent with the agreed accounting framework, or inconsistent with professional integrity.

2.9 The Service Provider intends to perform all Engagements honestly, carefully, professionally, and in good faith, using reasonable skill and care based on the Client Data supplied and the Scope of Work agreed. These Terms are intended to define responsibilities, prevent misunderstanding, and protect both parties from misuse, deception, unreasonable demands, and avoidable disputes.

3. Fitness for Purpose and Regulatory Use

3.1 Analytical Outputs produced by the Service Provider must not be submitted to any regulatory authority, tax authority, stock exchange, lending institution, development finance institution, auditor, or any third party as independently verified, audited, reviewed, or professionally certified financial information without the written consent of the Service Provider and, where applicable, without appropriate independent verification by a qualified professional.

3.2 The Client accepts responsibility for any use of Analytical Outputs beyond the internal management information purposes for which they are produced. To the maximum extent permitted by law, and except for obligations that cannot lawfully be excluded, The Service Provider shall not be liable for consequences arising from the Client's use of Analytical Outputs for purposes other than those expressly agreed in the Scope of Work or Engagement Letter.

3.3 Where Analytical Outputs are intended to support an external audit engagement, the Client acknowledges that such outputs constitute management-prepared schedules and workpapers that the Client's external auditors are responsible for independently verifying. The Service Provider is not responsible for any audit finding, audit adjustment, or audit conclusion arising from or relating to Analytical Outputs.

3.4 No third party may rely on any Analytical Output without The Service Provider's prior written consent. Where the Client shares an Analytical Output with auditors, lenders, investors, regulators, tax advisors, banks, donors, or other third parties, the Client remains responsible for explaining that the output is management-prepared information and not independently audited, reviewed, assured, certified, or verified by The Service Provider.

PART III — CLIENT OBLIGATIONS AND REPRESENTATIONS

4. Client Representations and Warranties

The Client represents, warrants, and undertakes on an ongoing basis throughout the term of any Engagement that:

4.1 Authority: The Client has full legal authority to enter into this Agreement and to disclose all Client Data provided to The Service Provider; where the Client is an entity, the individual executing this Agreement is duly authorized to bind the entity.

4.2 Accuracy of Data: All Client Data provided to The Service Provider is, to the best of the Client's knowledge, accurate, complete, and not misleading in any material respect. The Client has disclosed all material information relevant to the scope of work that a reasonable practitioner would require.

4.3 No Concealment: The Client has not deliberately omitted, withheld, altered, falsified, or otherwise misrepresented any financial record, transaction, balance, or other information provided to The Service Provider.

4.4 Legal Compliance: All transactions reflected in Client Data have been entered into in compliance with applicable laws. The Client has not requested The Service Provider to process, normalize, present, or analyze data in a manner intended to conceal fraud, money laundering, tax evasion, regulatory non-compliance, or any other unlawful activity.

4.5 Ownership of Data: The Client owns or has lawful rights to all Client Data provided and is legally entitled to share such data with The Service Provider for the purposes of the Engagement.

4.6 Notification Obligation: The Client will promptly notify The Service Provider of any error, omission, or material change in Client Data that has been or is being processed, and of any material event or circumstance that may affect the accuracy of Analytical Outputs already delivered.

4.7 No Regulatory Evasion Purpose: The Client is not engaging The Service Provider for the purpose of generating documentation that misrepresents the financial position or performance of the Client's organization for any fraudulent, deceptive, or regulatory evasion purpose.

4.8 Disclosure of Known Issues: Before or during the Diagnostic Phase, the Client will disclose all known accounting issues, errors, disputes, missing records, disputed transactions, reconciliation failures, and material uncertainties within the Client's accounting records, to the fullest extent reasonably possible.

4.9 Management Judgments: The Client remains responsible for all management judgments and approvals, including accounting policies, estimates, useful lives, impairment indicators, provisions, contingencies, fair values, tax positions, related-party identification, going concern, completeness of liabilities, and final approval of journal entries and financial statement presentation.

4.10 Management Representation Certificate. The Service Provider may require the Client to provide a Management Representation Certificate before final delivery. The Client acknowledges that final Analytical Outputs may be withheld until such representation is provided, where The Service Provider reasonably considers it necessary for the protection, accuracy, completion, or defensibility of the Engagement.

4.11 Disclosure of Core Records. The Client shall disclose all bank accounts, cash accounts, loan accounts, material contracts, related-party transactions, tax or statutory obligations, payroll obligations, customer/vendor subledgers, material disputes, contingencies, commitments, and other relevant records or circumstances reasonably required for the agreed work.

4.12 Authority to Provide Personal and Third-Party Data. Where Client Data includes employee, customer, supplier, contractor, director, shareholder, bank, payroll, or other third-party personal or confidential data, the Client represents that it has lawful authority, permission, consent, or other legal basis to provide such data to The Service Provider for the purposes of the Engagement.

5. Client Cooperation Obligations

5.1 The Client must provide all Client Data requested by The Service Provider in the format, structure, and completeness specified in the Scope of Work or as subsequently requested in writing by The Service Provider, within the timelines agreed.

5.2 Where the Client fails to provide required data within agreed timelines, The Service Provider reserves the right to:

(a) Pause the Engagement without liability and without any obligation to refund fees already paid;

(b) Extend all delivery timelines proportionally by the number of days of Client delay, without penalty;

5.3 The Client must designate a single primary contact person who has authority to provide data, approve outputs, and make decisions on behalf of the Client in respect of the Engagement. Changes to the designated contact must be notified to The Service Provider in writing.

5.4 The Client must promptly review all draft Analytical Outputs and provide specific written feedback within the review period specified in the Engagement Letter, which shall not be less than five (5) business days unless otherwise agreed. Failure to provide specific written feedback within the review period shall be deemed acceptance of the draft output.

5.5 The Client is responsible for the setup, maintenance, and accuracy of its own accounting system, general ledger, chart of accounts, and underlying records. The Service Provider has no obligation to investigate, correct, or report on the integrity of the Client's accounting system beyond the scope agreed.

5.6 File Format, Passwords, and Usability. The Client must provide Client Data in usable formats reasonably requested by The Service Provider. Unless expressly agreed, the fixed Fee and Estimated Delivery Window do not assume reconstruction from scanned images, screenshots, handwritten documents, corrupted files, locked files, password-protected files, incomplete exports, or inconsistent file formats.

6. Consequences of Client Misrepresentation or Data Failure

6.1 If any Analytical Output contains errors, omissions, or inaccuracies that are attributable to Client Data that was incorrect, incomplete, misleading, falsified, late, or not provided at the time of original processing, then, to the maximum extent permitted by law, The Service Provider bears no liability for such errors, omissions, or inaccuracies, except to the extent directly caused by The Service Provider's own fraud, willful misconduct, or non-excludable legal obligation.

6.2 Any correction of Analytical Outputs required as a result of Client Data errors constitutes out-of-scope work and will be quoted and invoiced as a Change Order at The Service Provider's standard rates.

6.3 If The Service Provider discovers or reasonably suspects at any stage of an Engagement that Client Data has been deliberately falsified, materially misrepresented, or provided for an unlawful purpose, The Service Provider may immediately:

(a) Suspend all work on the Engagement;

(b) Retain all fees paid without refund;

(d) Decline to deliver any incomplete Analytical Outputs; and

(e) Take any other steps required by applicable law, including reporting obligations where legally mandated.

6.4 The Client shall fully indemnify and hold harmless The Service Provider from and against all losses, claims, damages, penalties, fines, regulatory sanctions, legal costs, and any other liability arising from or attributable to any misrepresentation, falsification, omission, or unlawful purpose on the part of the Client.

PART IV — SCOPE OF WORK AND CHANGE MANAGEMENT

7. Scope Definition

7.1 The services to be delivered in each Engagement are defined exclusively by the Scope of Work attached to or referenced in the Engagement Letter. The Engagement Letter and Scope of Work may be defined and formally established through email discussions between the Service Provider and the Client where there is manifest agreement from both parties.

7.2 The following are expressly excluded from all Engagements:

(a) External audit or any form of assurance engagement;

(b) Tax return preparation or filing;

(d) Actuarial calculations or certifications;

(e) Regulatory submissions or filings;

(f) Forensic fraud investigation;

(g) Reconstruction of records from missing source documentation beyond the scope agreed;

(h) Investigation of fraud, error, or irregularity beyond what is detectable through standard analytical procedures on Client Data;

(i) Collection of external confirmations (from banks, counterparties, or other third parties);

(j) Unlimited revision cycles beyond those specified in the Engagement Letter;

(k) Work relating to periods, entities, accounts, currencies, or schedules not named in the Scope of Work;

(l) Advisory work relating to the Client's tax strategy, tax planning, or tax structuring;

(m) Any advice or opinion that constitutes regulated financial advice under applicable law.

7.3 Where The Service Provider identifies, in the course of an Engagement, that additional accounting areas, periods, or complexity levels not covered in the Scope of Work require attention, The Service Provider will notify the Client in writing. No additional work will commence without a mutually agreed Change Order specifying the additional scope and fees. As in the case of the Engagement Letter and Scope of Work, the Change Order request may be submitted via email to the Service Provider and verified via email by the Service Provider.

7.4 Data Usability and Conversion. Any work required to clean, convert, unlock, repair, restructure, digitize, OCR, manually key, interpret, or reconstruct Client Data that is not supplied in usable form is outside the original Scope of Work unless expressly included.

7.5 Software and Import Compatibility. Unless expressly agreed in the Engagement Letter, The Service Provider does not warrant that any Analytical Output, spreadsheet, journal schedule, import file, or data file will be compatible with every accounting system, software version, bank portal, tax platform, spreadsheet application, or Client IT environment. Compatibility testing, import mapping, formatting changes, and system-specific conversion may require a Change Order.

7.6 Client Systems. The Client remains responsible for the selection, licensing, maintenance, configuration, access controls, backups, and proper use of its own accounting systems, cloud systems, bank portals, payroll systems, and other technology platforms.

8. Revision Policy

8.1 Each Engagement includes the number of Revision cycles specified in the Engagement Letter. Where no number is specified, one (1) Revision cycle is included.

8.2 A Revision is strictly limited to correction of errors demonstrably attributable to The Service Provider's processing of correctly provided, complete Client Data. The following do not constitute Revisions and will be treated as additional scope:

(a) Changes resulting from updated, corrected, or supplementary Client Data provided after the initial processing;

(b) Changes reflecting a preference for a different accounting treatment, presentation format, or analytical approach than that applied in the original output;

(d) Changes requested after the Client has indicated acceptance of the output;

(e) Cosmetic or formatting changes beyond those specified in the Scope of Work.

8.3 Additional Revision cycles beyond those included will be quoted and invoiced at The Service Provider's current rates for similar work.

9. Diagnostic Phase

9.1 For any Engagement The Service Provider will conduct a Diagnostic Phase before issuing a definitive fixed-fee quote.

9.2 The Diagnostic Fee compensates the Service Provider for reviewing client records, identifying issues, estimating scope, assessing feasibility, and preparing recommendations or a quotation.

9.3 The Diagnostic Fee, as specified in the Engagement Letter, is payable before the Diagnostic Phase commences and is non-refundable regardless of whether the Client proceeds with the subsequent Engagement.

9.4 Where the Client proceeds with the full Engagement within the period specified in the Engagement Letter (which shall not exceed thirty (30) calendar days from delivery of the Diagnostic Report unless otherwise agreed), the Diagnostic Fee shall be credited against the total Engagement Fee to the extent specified in the Engagement Letter.

9.5 The creditability of the Diagnostic Fee against the full Engagement is conditional upon: (a) the Client proceeding within the specified period; (b) the Client providing all required Client Data as agreed; and (c) the Client not having materially changed the scope of the required services since the Diagnostic Phase.

9.6 A Diagnostic Phase does not oblige either party to proceed with the full Engagement. The Service Provider may decline to quote or proceed where the records, risk level, scope, suspected irregularities, timing, or Client conduct make the Engagement unsuitable, unsafe, unethical, unlawful, or commercially unreasonable.

PART V — TIMELINES, DELIVERY WINDOWS, AND CLIENT-DEPENDENT DELAYS

9A. Estimated Delivery Windows

9A.1 Unless expressly stated otherwise in the Engagement Letter, all delivery dates, turnaround periods, completion periods, and timelines stated by The Service Provider are Estimated Delivery Windows only and are not guaranteed deadlines.

9A.2 An Estimated Delivery Window is provided in good faith based on the apparent scope, complexity, data condition, file volume, and information available to The Service Provider at the time the estimate is given.

9A.3 No Estimated Delivery Window begins to run until all of the following have occurred:

(a) the Engagement Letter has been accepted in writing or by another permitted method of acceptance;

(b) any required deposit, Diagnostic Fee, monthly fee, or upfront payment has been received as cleared funds;

(d) all required Client approvals, explanations, and data access have been provided; and

(e) there is no unresolved material scope, data, payment, access, or instruction issue preventing commencement.

9B. No Time of Delivery Is of the Essence Unless Expressly Agreed

9B.1 Time of delivery is not of the essence for any Analytical Output unless the Engagement Letter expressly states that a specific date is a Guaranteed Deadline.

9B.2 A date described as an estimate, target, expected date, proposed date, anticipated date, delivery window, intended date, or turnaround period is not a Guaranteed Deadline.

9B.3 Where the Client requires a Guaranteed Deadline, this must be expressly agreed in the Engagement Letter, and The Service Provider may decline the Engagement, narrow the Scope of Work, require earlier data cut-off dates, or charge a rush fee.

9C. Client Delay and Extension of Time

9C.1 The Service Provider is entitled to a reasonable extension of time for any delay caused or contributed to by Client Delay.

9C.2 Client Delay includes, without limitation:

(a) late, incomplete, corrupted, password-protected, inconsistent, or unusable Client Data;

(b) late payment or uncleared funds;

(d) failure to provide required approvals, explanations, confirmations, or access;

(e) provision of new, corrected, or supplementary data after processing has begun;

(f) changes in accounting treatment, reporting preferences, or scope;

(g) discovery of material errors, omissions, inconsistencies, unreconciled balances, missing records, duplicate transactions, or fraud indicators in Client Data;

(h) delay by the Client’s staff, accountants, bookkeepers, auditors, tax advisors, banks, software providers, or other third parties from whom information is required.

9C.3 During any period of Client Delay, The Service Provider may pause work, revise the Estimated Delivery Window, require a Change Order, request additional fees, or terminate the Engagement in accordance with these Terms.

9D. Newly Discovered Complexity

9D.1 If, after commencement, The Service Provider discovers that the condition, volume, complexity, disorder level, or accounting risk of the Client Data materially exceeds what was disclosed or reasonably apparent during the Diagnostic Phase or quotation stage, The Service Provider may revise the Estimated Delivery Window.

9D.2 Where newly discovered complexity materially changes the nature or amount of work required, The Service Provider may require a Change Order before continuing the affected work.

9E. Data Cut-Off

9E.1 The Engagement Letter may specify a data cut-off date. Client Data received after the data cut-off date is outside the original Scope of Work unless The Service Provider agrees in writing to include it.

9E.2 Inclusion of late Client Data may require an extension of time, additional fees, reprocessing, or a Change Order at the discretion of the Service Provider.

9F. Rush Work

9F.1 Rush Work is available only where expressly accepted by The Service Provider in writing.

9F.2 Acceptance of Rush Work does not waive Client obligations relating to complete data, payment, approvals, truthful records, and scope discipline.

9F.3 Rush fees compensate The Service Provider for prioritization and scheduling pressure. They do not constitute a guarantee of completion by a specific date unless the Engagement Letter expressly identifies a Guaranteed Deadline.

9G. Delivery Method and Deemed Delivery

9G.1 Analytical Outputs may be delivered by email, secure file link, cloud folder, or any other delivery method agreed in writing.

9G.2 Delivery is deemed to occur when The Service Provider sends the Analytical Output to the Client’s designated email address, uploads it to an agreed folder, provides a download link, or otherwise makes it reasonably available to the Client.

9G.3 The Client is responsible for promptly downloading, reviewing, and securely storing delivered Analytical Outputs.

9H. No Liability for Client-Dependent or External Delay

9H.1 To the maximum extent permitted by law, The Service Provider shall not be liable for delay, loss, penalty, missed filing date, missed board date, missed bank deadline, missed audit deadline, missed management deadline, or other consequence arising from Client Delay, third-party delay, Force Majeure Event, technical failure, late data, incomplete data, changed scope, or newly discovered complexity.

9H.2 The Client remains responsible for managing its own statutory, tax, audit, banking, investor, regulatory, board, lender, donor, and management reporting deadlines unless The Service Provider has expressly accepted responsibility for a specific deadline in the Engagement Letter as a Guaranteed Deadline.

9I. Professional Judgment and Quality Control

9I.1 The Service Provider is not required to sacrifice professional care, diagnostic review, quality control, or accounting reasonableness merely to meet an Estimated Delivery Window.

9I.2 If The Service Provider reasonably concludes that additional time is required to avoid producing an incomplete, unsupported, misleading, or unreliable Analytical Output, The Service Provider may revise the Estimated Delivery Window and notify the Client accordingly.

9J. Communication of Timeline Changes

9J.1 Where The Service Provider becomes aware of a material change to an Estimated Delivery Window, The Service Provider will make reasonable efforts to notify the Client within a reasonable time.

9J.2 A revised Estimated Delivery Window does not constitute breach of contract where the revision arises from Client Delay, newly discovered complexity, third-party delay, Force Majeure Event, technical failure, or any other circumstance outside The Service Provider’s reasonable control.

PART VI — FEES, PAYMENT TERMS, AND REMEDIES FOR NON-PAYMENT

10. Fees and Invoicing

10.1 Fees are fixed as specified in the Engagement Letter unless a Change Order is executed. The Service Provider does not bill by time unless the Engagement Letter explicitly specifies a time-and-materials basis.

10.2 All Fees are exclusive of any applicable taxes unless otherwise stated. Where any withholding tax, general consumption tax, or similar tax is applicable to payments made by the Client in the Client's jurisdiction, the Client is responsible for all compliance obligations in that jurisdiction and shall gross up payments such that The Service Provider receives the full Fee net of any withholding.

10.3 Invoices will be issued in the currency specified in the Engagement Letter. Thus, invoices will typically be denominated in United States Dollars unless otherwise agreed.

10.4 The Service Provider reserves the right to revise Fee rates for new Engagements with thirty (30) days' written notice. Fees for Engagements already in progress at the time of a rate revision will not be retrospectively amended.

11. Payment Terms

11.1 For all Engagements the default procedure is that the full Fee is payable before any work commences.

11.2 However, accommodation may be made so that the payment structure is at least:

(a) 60% of the total Engagement Fee payable before substantive work commences, following acceptance of the Engagement Letter;

(b) 30% of the total Engagement Fee payable upon completion of draft Analytical Outputs but prior to its delivery for review;

11.3 For monthly recurring Engagements, the monthly Fee is payable in full at the commencement of each calendar month to which it relates. The Service Provider has no obligation to commence monthly services until all outstanding payments have been received and cleared.

11.4 Payment must be received and cleared within five (5) business days of each Settlement Date. Payment is deemed received on the date cleared funds arrive in The Service Provider's designated account, not on the date of dispatch by the Client.

11.5 The Service Provider may suspend work, withhold final deliverables, pause access, or terminate the engagement if payment is late, reversed, charged back, or not received.

11.6 Fees are based on the scope, condition, volume, and complexity of the records presented. If the actual work differs materially from the information initially supplied by the Client, the Service Provider may revise the fee or require a Change Order.

11.7 Time of payment is of the essence of this Agreement.

12. Late Payment and Remedies

12.1 Where any installment of Fees remains unpaid after its Settlement Date:

(a) The Service Provider may immediately suspend all active work on all Engagements with the Client without liability and without obligation to meet any agreed delivery timeline during the period of suspension;

(b) The Service Provider is entitled to withhold all completed Analytical Outputs and any draft deliverables until all outstanding Fees are paid in full;

(d) All costs of recovery, including reasonable legal costs and collection costs, will be payable by the Client.

12.2 No partial payment shall be deemed full satisfaction of the amount due. Any partial payment received will be applied to the oldest outstanding Fee installment.

12.3 To the maximum extent permitted by law, and subject to any non-waivable rights of the Client, the withholding of Analytical Outputs for non-payment or uncleared funds is not a breach of contract by The Service Provider and does not entitle the Client to damages or other relief arising solely from such withholding.

12.4 The Client may not set off, counterclaim, or withhold payment on account of any alleged defect in Analytical Outputs or any other claim against The Service Provider unless such right cannot lawfully be excluded or unless The Service Provider has formally acknowledged the defect in writing and agreed to a specific payment adjustment.

13. Refund Policy

13.1 Diagnostic Fees are non-refundable once the Diagnostic Phase has commenced.

13.2 First installments and upfront fees for project Engagements are non-refundable once analytical work has commenced.

13.3 Where the Client cancels an Engagement before analytical work has commenced (meaning before The Service Provider has begun processing Client Data), The Service Provider will refund amounts paid less an administrative fee of 3% of the total Engagement Fee (or the minimum amount specified in the Engagement Letter), to cover onboarding, administrative, and planning costs already incurred.

13.4 No refund is available for any portion of work already performed. For the purpose of calculating refundable amounts, the Engagement is treated as divisible into the payment milestones specified in Clause 11.2, and each milestone payment is treated as non-refundable once the corresponding phase of work has been performed or commenced.

13.5 No refund will be made where the Client is in breach of any material obligation under these Terms, including but not limited to obligations relating to payment, data accuracy, scope discipline, and non-misrepresentation.

13.6 If, after analytical processing has commenced, The Service Provider determines in good faith that The Service Provider is unable to complete the Engagement due primarily to a Provider-side technical failure, workflow failure, incapacity, or other destabilizing event within The Service Provider’s operational responsibility, and not due to Client Delay, incomplete or unusable Client Data, changed scope, newly discovered complexity in the Client Data, Client breach, non-payment, misrepresentation, or circumstances outside the agreed Scope of Work, the Client will be eligible for a refund of fees paid for the affected Engagement, less the reasonable value of any completed or usable work already delivered, unless otherwise required by applicable law. In no case shall any refund under this clause exceed the total fees actually paid by the Client for the affected Engagement.

PART VII — INTELLECTUAL PROPERTY

14. Provider's Intellectual Property

14.1 All Intellectual Property comprising or embedded in The Service Provider's Platform, Methodology, analytical schedules, computational models, diagnostic frameworks, template architectures, workflow designs, and associated tools remains the sole and exclusive property of The Service Provider at all times.

14.2 The Engagement Fee does not convey, transfer, or license any Intellectual Property to the Client. The Client acquires only the specific Analytical Outputs delivered pursuant to the Scope of Work.

14.3 The Client is strictly prohibited from:

(a) Copying, reproducing, reverse-engineering, decompiling, or reconstructing The Service Provider's templates, schedule architectures, or analytical processes in whole or in part;

(b) Attempting to identify, extract, or reconstruct The Service Provider's Methodology from any Analytical Output;

(c) Sublicensing, transferring, or making available to any third party any understanding of The Service Provider's Methodology, templates, or processes obtained through the Engagement;

(d) Copying, reverse engineering, commercializing, reproducing, or creating derivative products from the Service Provider’s templates, scripts, formulas, automation logic, diagnostic tools, or proprietary workpaper architecture.

14.4 Analytical Outputs delivered to the Client are licensed to the Client for the Client's own internal use only. The Client may not commercially exploit, sublicense, sell, or otherwise make Analytical Outputs available to third parties as a commercial product or service.

14.5 Nothing in this Part prevents the Client from using its own Client Data, ordinary accounting knowledge, or general business learning obtained from the Engagement for its internal business purposes, provided that the Client does not copy, reverse engineer, commercialize, reproduce, disclose, or create derivative products from The Service Provider's proprietary templates, scripts, formulas, automation logic, diagnostic tools, or workpaper architecture.

15. Client's Data

15.1 Client Data remains the property of the Client at all times. The Service Provider does not claim any ownership interest in Client Data.

15.2 The Service Provider is granted a non-exclusive, limited license to use Client Data solely for the purpose of performing the services described in the Scope of Work. This license terminates upon completion of the Engagement or earlier termination of this Agreement.

16. Output Ownership and Attribution

16.1 Analytical Outputs, as final delivered documents prepared specifically for the Client based on Client Data, are treated as work product delivered to the Client for their internal use, subject to the restrictions in Clause 14.4 and the condition that all Fees are paid in full.

16.2 Where any Analytical Output is shared externally by the Client (for example, with auditors or advisors), the Client must ensure it is clearly identified as management-prepared information and not as an independently verified or professionally assured document.

16.3 The Client may not remove, alter, or obscure any disclaimer language, version identifiers, or attribution marks contained within Analytical Outputs without The Service Provider's prior written consent.

PART VIII — LIMITATION OF LIABILITY

17. Cap on Liability

17.1 To the maximum extent permitted by law, The Service Provider's total aggregate liability to the Client arising from or relating to any Engagement, howsoever arising (whether in contract, tort, negligence, breach of statutory duty, or otherwise), shall not exceed the total Fees actually paid by the Client to The Service Provider for the specific Engagement in respect of which the claim arises during the twelve (12) month period immediately preceding the event giving rise to the claim.

17.2 Under no circumstances shall The Service Provider be liable for:

(a) Loss of profits, revenue, or income;

(b) Loss of anticipated savings;

(d) Loss of contracts or commercial opportunities;

(e) Loss of data or records (beyond data provided to The Service Provider);

(f) Consequential, indirect, special, exemplary, or punitive damages of any kind;

(g) Reputational damage;

(h) Claims by any third party arising from the Client's use of Analytical Outputs;

(i) Any loss arising from the Client's reliance on Analytical Outputs for purposes beyond those agreed in the Scope of Work;

(j) Any loss arising from the Client's use of Analytical Outputs in dealings with regulators, auditors, lenders, investors, tax authorities, or any other external party;

(k) Any loss attributable in whole or in part to Client Data that was incorrect, incomplete, misleading, or not timely provided;

(l) Any loss arising from delays caused by the Client's failure to meet cooperation obligations.

17.3 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited under applicable law.

18. Disclaimer of Warranties

18.1 Analytical Outputs are provided on an "as analyzed" basis, meaning they reflect The Service Provider's analytical processing of Client Data as provided. The Service Provider will use reasonable skill and care in performing the agreed services, but does not warrant that Analytical Outputs are complete, accurate, error-free, or fit for any purpose beyond that specified in the Scope of Work, especially where Client Data is incomplete, inaccurate, late, misleading, or outside the agreed scope.

18.2 The Service Provider applies the accounting framework specified in the Engagement Letter based on Client Data supplied, but does not provide audit, assurance, legal, tax, regulatory, or third-party certification of compliance. While The Service Provider applies recognized accounting frameworks in the analytical process, final responsibility for accounting policy selection, regulatory compliance, and external reporting remains with Client management.

18.3 The Service Provider aims to provide professional care, structured diagnostics, balanced journal support, clear explanations, and reasonable correction of errors within the agreed scope. However, The Service Provider does not guarantee tax savings, bank acceptance, audit acceptance, regulator acceptance, fraud detection, financial statement perfection regardless of data quality, unlimited revisions, unlimited cleanup, or fixed turnaround regardless of Client delay, incomplete data, changed scope, or newly discovered complexity.

18.4 All implied warranties, conditions, and terms not expressly set out in these Terms are excluded to the maximum extent permitted by applicable law.

PART IX — CONFIDENTIALITY

19. Provider's Confidentiality Obligations

19.1 The Service Provider will maintain strict confidentiality in respect of all Client Data and will not disclose Client Data to any third party except where required by applicable law, court order, or regulatory requirement.

19.2 The Service Provider will implement reasonable technical and organizational measures to protect Client Data from unauthorized access, loss, or disclosure.

19.3 The Service Provider may disclose Client Data or Confidential Information to Sub-processors, professional advisors, insurers, legal representatives, courts, regulators, payment processors, or other persons to the limited extent reasonably necessary for the Engagement, legal compliance, data security, payment processing, dispute handling, or enforcement of these Terms, subject to reasonable confidentiality safeguards where appropriate.

20. Client's Confidentiality Obligations

20.1 The Client acknowledges that The Service Provider's Platform, Methodology, pricing structures, template designs, workflow processes, and any information about The Service Provider's analytical systems constitutes Confidential Information belonging to The Service Provider.

20.2 The Client will not disclose any such Confidential Information to any third party without The Service Provider's prior written consent, and will use such Confidential Information solely for the purpose of engaging The Service Provider's services.

20.3 This obligation survives the termination or expiry of any Engagement for a period of five (5) years.

21. Former Client Disclosure

21.1 The Service Provider will not identify the Client as a current or former client in any marketing material, case study, portfolio, or public communication without the Client's prior written consent, except where such identification is reasonably necessary for legal, regulatory, or professional compliance purposes.

PART X — DATA HANDLING AND PRIVACY

22. Data Handling

22.1 The Service Provider will maintain strict confidentiality over Client Data and use it only for the Engagement, legal compliance, and dispute handling.

22.2 Subject to applicable law, regulatory requirements, tax record-keeping obligations, data protection principles, and any legitimate need to preserve evidence of the Engagement, Client Data will by default be retained by The Service Provider for a period of not less than seven (7) years from the completion or termination of the Engagement. This retention period is intended to enable The Service Provider to respond to reasonable post-engagement queries, disputes, complaints, regulatory enquiries, payment issues, professional-defence matters, and record-verification requests arising after delivery.

22.3 The Client authorizes The Service Provider to store Client Data in cloud-based or digital storage systems for operational purposes, provided such systems maintain industry-standard security practices.

22.4 Following the applicable retention period, Client Data will be securely deleted, destroyed, anonymized, or archived in accordance with The Service Provider’s data retention and disposal practices, subject to any legal, regulatory, accounting, tax, contractual, dispute-related, or fraud-prevention basis requiring continued retention of limited records.

22.5 After the relevant Analytical Outputs have been delivered, the Client may submit a written request for early deletion of Client Data. The Service Provider will comply with such request to the extent legally permissible and reasonably practicable, subject to the Service Provider’s right to retain limited administrative, contractual, billing, compliance, security, delivery, acceptance, dispute-defence, and legal-defence records reasonably necessary to evidence the existence, scope, performance, payment status, delivery, acceptance, termination, deletion, or dispute history of the Engagement.

22.6 Where Client Data, working files, source records, intermediate files, reconciliation inputs, diagnostic records, or processing evidence are deleted at the Client’s request, the Client acknowledges and agrees that The Service Provider may no longer be able to answer detailed queries, perform Revisions, investigate complaints, reproduce calculations, verify prior Analytical Outputs, reconstruct workpapers, or defend against allegations that depend on the deleted material.

22.7 To the maximum extent permitted by law, where Client Data or working records have been deleted at the Client’s written request, the Client waives any contractual right to further Revisions, recalculations, reprocessing, reconstruction, detailed explanations, post-engagement support, or non-statutory dispute review to the extent that such request, complaint, query, dispute, or alleged defect cannot reasonably be evaluated without access to the original deleted Client Data or working records.

22.8 Nothing in this Clause limits any right, remedy, or obligation that cannot lawfully be waived or excluded. However, the Client acknowledges that where the Client has voluntarily required deletion of the evidence necessary to evaluate an issue, The Service Provider shall be entitled to rely on the Client’s deletion request, deletion confirmation, retained administrative records, final deliverables, payment records, engagement records, and correspondence as evidence of the Engagement and its completion.

22.9 The Service Provider will require the Client to sign or confirm a deletion instruction before deletion is performed. The Service Provider will retain a copy of the deletion request, deletion confirmation, file inventory, delivery record, acceptance record, Engagement Letter, invoices, payment records, correspondence, and final Analytical Outputs to the extent reasonably required for legal, contractual, tax, regulatory, fraud-prevention, or dispute-defence purposes.

22.10 The Service Provider will promptly notify the Client of any reasonably suspected unauthorized access to or breach of Client Data held by The Service Provider.

22.11 Personal Data and Lawful Basis. Where Client Data includes personal data, the Client represents that such data has been collected, used, and disclosed lawfully and that the Client has provided any notices, obtained any consents, and established any lawful basis required for disclosure to The Service Provider.

22.12 Sub-processors and Third-Party Platforms. The Client authorizes The Service Provider to use Sub-processors and Third-Party Platforms for file storage, email, secure transfer, payment processing, accounting analysis, document preparation, backup, and administrative purposes, provided The Service Provider uses reasonable care in selecting such platforms.

22.13 Cross-Border Storage and Processing. The Client acknowledges that cloud-based systems, email systems, backup systems, and Sub-processors may store or process Client Data outside Jamaica or outside the Client's jurisdiction. The Client consents to such storage and processing to the extent necessary for the Engagement and subject to reasonable safeguards.

22.14 Data Minimization. The Service Provider may request that the Client limit Client Data to information reasonably necessary for the Engagement. The Client should not provide unnecessary personal, sensitive, private, or unrelated records.

22.15 Security Limitations. The Service Provider will use reasonable technical and organizational safeguards, but no email system, cloud platform, file-sharing system, internet transmission, device, or Third-Party Platform can be guaranteed to be perfectly secure.

23. Client's Data Security Responsibility

23.1 The Client is solely responsible for ensuring that Client Data transmitted to The Service Provider is transmitted through secure channels. The Service Provider accepts no liability for the security of Client Data during transmission unless The Service Provider specified the transmission method.

23.2 The Client is responsible for maintaining the security of any login credentials, shared access, or document sharing links provided by The Service Provider for the purpose of the Engagement.

23.3 The Client must promptly notify The Service Provider if the Client suspects that any shared file link, password, system access, email account, device, or account used in connection with the Engagement has been compromised.

23.4 The Service Provider may refuse to receive Client Data through insecure, inappropriate, or unreliable channels and may require the Client to use an alternative transfer method.

PART XI — INDEMNIFICATION

24. Client Indemnity

The Client shall indemnify, defend, and hold harmless The Service Provider from and against any and all losses, claims, damages, costs, expenses (including reasonable legal fees), penalties, fines, and regulatory sanctions arising from or in connection with:

24.1 Any misrepresentation, falsification, omission, or breach of warranty by the Client under these Terms;

24.2 The Client's use of Analytical Outputs for any purpose other than those agreed in the Scope of Work, including use for regulatory submissions, audit purposes, investor presentations, or external reporting without appropriate independent verification;

24.3 Any claim by a third party (including auditors, lenders, investors, regulators, or tax authorities) arising from the Client's distribution or use of Analytical Outputs;

24.4 Any claim arising from the Client's breach of these Terms;

24.5 Any tax liability, regulatory penalty, or legal consequence arising from the Client's accounting records or financial affairs, beyond any obligation of The Service Provider directly resulting from gross negligence or willful misconduct on The Service Provider's part;

24.6 Any claim resulting from Client Data that was incorrect, incomplete, misleading, falsified, or unlawfully obtained.

24.7 The indemnities in this Part apply to the extent the relevant loss, claim, damage, cost, expense, penalty, fine, sanction, or liability is caused by or connected with the Client's conduct, Client Data, breach, misrepresentation, unlawful purpose, or use of Analytical Outputs, and do not apply to the extent directly caused by The Service Provider's fraud, willful misconduct, or liability that cannot lawfully be excluded.

PART XII — CONDUCT STANDARDS AND PROHIBITED CONDUCT

25. Prohibited Client Conduct

The following conduct by the Client constitutes a material breach of these Terms entitling The Service Provider to immediately terminate any or all Engagements without refund and to pursue all available legal remedies:

25.1 Providing knowingly false, fabricated, altered, or misleading Client Data to The Service Provider;

25.2 Requesting The Service Provider to normalize, restate, reframe, or present data in a manner intended to create a misleading picture of the Client's financial position or performance;

25.3 Misrepresenting Analytical Outputs to any third party as audited, certified, reviewed, or independently verified financial statements;

25.4 Sharing, reproducing, selling, or commercializing The Service Provider's Methodology, template structures, or Analytical Outputs in breach of Clause 14;

25.5 Engaging any third party to reverse-engineer or replicate The Service Provider's Methodology using Analytical Outputs or information obtained through the Engagement;

25.6 Deliberately delaying payment as a negotiating tactic or as a means of extracting additional services;

25.7 Making or threatening to make false, defamatory, or misleading statements about The Service Provider or The Service Provider's services in any form, including online reviews, social media, or communications to third parties;

25.11 Nothing in Clause 25.7 prevents the Client from making a truthful, good-faith complaint through the complaint process, to a competent authority, or as otherwise permitted by law.

25.8 Issuing chargebacks, payment reversals, or dispute claims in bad faith, meaning, without first using the complaint process, and after substantial delivery of services in accordance with the Scope of Work;

25.9 Instructing or encouraging The Service Provider to process or present data in a manner that facilitates or conceals fraud, tax evasion, money laundering, or any other unlawful act;

25.10 Engaging multiple practitioners or firms concurrently to obtain competitive intelligence by comparing methodologies, without disclosing this to each practitioner.

25.12 The Service Provider may decline, suspend, or terminate an Engagement where a conflict of interest, independence concern, ethical concern, professional-integrity concern, suspected unlawful purpose, or unreasonable risk to The Service Provider arises.

26. Complaint and Dispute Process

26.1 Where the Client has a genuine, good-faith complaint regarding the quality or accuracy of Analytical Outputs, the Client must:

(a) Raise the complaint in specific written terms within ten (10) business days of delivery of the relevant Analytical Output;

(b) Specify in writing exactly which element of the output is disputed and the precise nature of the alleged error or deficiency;

26.2 A complaint that consists only of a general assertion of dissatisfaction, without specific identification of the alleged error, does not constitute a valid complaint under these Terms and does not suspend any payment obligation.

26.3 The Service Provider will acknowledge a valid complaint within five (5) business days and propose a resolution within fifteen (15) business days of acknowledgment.

26.4 Raising a complaint does not suspend the Client's payment obligations for the disputed or any other installment, unless the complaint has been formally acknowledged as valid by The Service Provider in writing.

PART XIII — CHARGEBACKS AND PAYMENT REVERSALS

27. Chargeback Policy

27.1 The Service Provider's services constitute digital professional services delivered upon commencement of work. Accordingly:

27.2 Where the Client initiates a chargeback, payment reversal, or payment dispute through a payment processor, bank, or card issuer in respect of any Fee payment without first using the complaint process and after substantial performance or delivery in accordance with the Scope of Work:

(a) The Client acknowledges that such action may constitute a material breach of this Agreement and may be treated as evidence of bad faith where the Client has received services substantially in accordance with the Scope of Work;

(b) The Service Provider will actively contest the chargeback with full documentation of services delivered;

(d) The Service Provider reserves the right to pursue the full disputed amount plus costs through legal proceedings.

27.3 A chargeback filed by the Client where Analytical Outputs have been delivered substantially in accordance with the Scope of Work, and where the Client has not first raised a specific good-faith complaint under Clause 26, constitutes evidence of the conduct described in Clause 25.8 and may be treated accordingly.

PART XIV — TERMINATION

28. Termination by The Service Provider

28.1 The Service Provider may terminate any Engagement with immediate effect and without refund (except as otherwise required by law) upon written notice to the Client in any of the following circumstances:

(a) Non-payment of any Fee installment within five (5) business days of its Settlement Date, where such non-payment has not been remedied within a further seven (7) days after written notice from The Service Provider;

(b) Any material breach of these Terms by the Client that is not remedied within fourteen (14) calendar days of written notice specifying the breach;

(d) Client failure to provide required Client Data within thirty (30) calendar days of the agreed data delivery date;

(e) Conduct by the Client or any of its representatives toward The Service Provider that is abusive, threatening, dishonest, or otherwise unprofessional and incompatible with a productive working relationship;

(f) Insolvency, bankruptcy, liquidation, or cessation of business operations by the Client.

(g) Any conflict of interest, independence concern, ethical concern, professional-integrity concern, suspected unlawful purpose, or unreasonable risk that makes continuation of the Engagement inappropriate in The Service Provider's reasonable judgment.

28.2 Upon termination under this Clause, The Service Provider is entitled to retain all Fees paid to date, charge for all work completed up to the termination date at the rates applicable in the Engagement Letter, and withhold all Analytical Outputs until all outstanding amounts are paid.

29. Termination by the Client

29.1 The Client may terminate an Engagement upon fourteen (14) calendar days' written notice to The Service Provider. Upon such termination:

(a) The Client shall pay for all work completed to the date of termination, calculated on a pro-rata basis against the total Engagement Fee for the phase in progress;

(b) The Diagnostic Fee, if paid, is non-refundable;

(d) The Service Provider will deliver all completed Analytical Outputs upon receipt of all outstanding payments.

29.2 For monthly recurring Engagements, the Client may terminate with thirty (30) calendar days' written notice. The monthly Fee for the notice period is payable in full even where the notice period falls within a monthly payment cycle already paid.

30. Effect of Termination

30.1 Termination of any Engagement does not affect any accrued rights or liabilities of either party at the date of termination.

30.2 The following provisions survive termination of this Agreement: Part VIII (Limitation of Liability), Part IX (Confidentiality), Part VII (Intellectual Property), Part XI (Indemnification), and Part XVI (Governing Law and Dispute Resolution).

PART XV — FORCE MAJEURE AND TECHNICAL FAILURE

31. Force Majeure and Technical Failure

31.1 The Service Provider shall not be liable for delay or failure caused by events beyond reasonable control, including internet failure, power failure, illness, natural disaster, civil disturbance, system outage, cyberattack, software failure, or government action.

31.2 Where a Force Majeure Event materially affects performance, deadlines shall be extended for a reasonable period and either party may discuss revised timelines or scope in good faith.

PART XVI — GOVERNING LAW AND DISPUTE RESOLUTION

32. Governing Law

32.1 These Terms, the Engagement Letter, the Scope of Work, and each Engagement shall be governed by the laws of Jamaica unless the Engagement Letter expressly provides otherwise.

33. Good-Faith Negotiation

33.1 The parties shall first attempt in good faith to resolve any dispute by written negotiation between authorized representatives.

33.2 A party raising a dispute must identify the disputed matter with reasonable specificity and provide supporting documents where available.

34. Mediation and Court Proceedings

34.1 If the dispute is not resolved by good-faith negotiation within a reasonable period, the parties may agree to mediation before commencing court proceedings.

34.2 Unless the Engagement Letter expressly provides otherwise, the courts of Jamaica shall have jurisdiction over disputes arising from or relating to these Terms or any Engagement.

34.3 Nothing in this Part prevents either party from seeking urgent relief where necessary to protect confidentiality, Intellectual Property, Client Data, payment rights, or other rights requiring immediate protection.

35. Costs

35.1 The prevailing party in any collection action, enforcement action, or legal proceeding may seek recovery of reasonable legal costs and expenses to the extent permitted by law or ordered by the competent court.

PART XVII — GENERAL LEGAL PROVISIONS

36. Notices

36.1 Notices may be given by email to the email address stated in the Engagement Letter or any updated address notified in writing.

36.2 A notice sent by email is deemed received when sent, unless the sender receives an automated delivery-failure message or has actual knowledge that the notice was not received.

37. Entire Agreement

37.1 These Terms, the Engagement Letter, the Scope of Work, and any accepted Change Orders constitute the entire agreement between the parties concerning the Engagement and supersede all prior discussions, proposals, estimates, representations, marketing statements, or understandings concerning that Engagement.

38. Amendments

38.1 No amendment to these Terms, an Engagement Letter, Scope of Work, or Change Order is effective unless agreed in writing by both parties or accepted by a Permitted Acceptance Method.

39. Severability

39.1 If any provision of these Terms is found invalid, unlawful, or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

40. No Waiver

40.1 No delay, indulgence, or failure by The Service Provider to enforce any right or remedy shall constitute a waiver of that right or remedy. Any waiver must be in writing and shall apply only to the specific matter for which it is given.

41. Assignment

41.1 The Client may not assign, transfer, subcontract, or delegate its rights or obligations under an Engagement without The Service Provider's prior written consent.

41.2 The Service Provider may assign or transfer rights to payment, collection, or enforcement to a successor, assignee, collection agent, legal representative, or business transferee where reasonably necessary.

42. Third-Party Rights

42.1 Except as expressly stated, no person other than the Client and The Service Provider has any right to enforce these Terms or rely on Analytical Outputs.

43. Counterparts and Electronic Copies

43.1 An Engagement Letter, Change Order, or other written agreement may be executed in counterparts and by electronic signature, scanned signature, or written email acceptance, each of which may be treated as an original to the maximum extent permitted by law.

44. Headings

44.1 Headings are for convenience only and do not affect interpretation.

45. Further Assurances

45.1 Each party shall take reasonable steps necessary to give effect to the Engagement and these Terms.

46. Legal Review

46.1 The Client acknowledges that it has had an opportunity to review these Terms, ask questions, and obtain independent legal or professional advice before acceptance.

Terms of Service

Important Note